Coopers may have to reveal more

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Coopers Brewery might be forced to provide shareholders with
more information as it tries to block Lion Nathan's attempts to
stop the Adelaide brewer making itself takeover-proof.

With its hostile $352 million, $260 a share offer for Coopers on
the table, Lion has taken Coopers to the Federal Court in
Melbourne. It claims critical information had been left out of
Coopers' explanatory memorandum leading up to an October 20 meeting
which aims to remove Lion's third-tier pre-emptive rights.

For Lion, Neil Young, QC, told the court yesterday: "This
meeting is going to be held before shareholders have the benefit of
information from the directors of Coopers that is required to be
set forward in the target statement."

Judge Alan Goldberg said investors needed to know that if they
voted to take away Lion Nathan's pre-emptive rights, it was likely
that "an offer of $260 a share goes out the window".

The democratic right to hold the meeting was not in dispute, the
judge said. What was critical, however, was that material
information was available to shareholders. "Part of a democracy,
whether it is in companies or in nation states, is full
information."

Counsel for Coopers, Dick Whitington, QC, told the court Coopers
was prepared to issue a revised document. "We undertake the further
memorandum to meet the criticism of Lion Nathan, without saying the
present memorandum is insufficient," Mr Whitington said.

In Lion's statement of claim, the trans-Tasman brewer said
Coopers had not told shareholders the offer was at a substantial
premium to the $45.01 buyback price in 2003, that removing the
third-tier rights would affect their investment's liquidity, and
that the prospect of them getting the same price "will be very
substantially reduced".

Furthermore, it said Coopers directors had failed to disclose
their material interests in the proposed changes to the company's
constitution. These details included "the respective shareholdings
of each director, the number of shares purchased by each director
in the last five years, the price for which such shares were
purchased, and the current intentions of each director with respect
to purchasing any further shares in Coopers."

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1128191658565-smh.com.auhttp://www.smh.com.au/news/business/coopers-may-have-to-reveal-more/2005/10/03/1128191658565.htmlsmh.com.auSydney Morning Herald2005-10-04Coopers may have to reveal moreLeon Gettler{Business}BusinessNews